It’s been a couple of years since Return Path decided to focus on our deliverability business by divesting and spinning out our other legacy businesses. That link tells some of the story, and the rest is that subsequently, Authentic Response divested part of the Postmaster Direct business to Q Interactive. Those three transactions, plus a number of experiences over the years on the buy side of similar transactions (Bonded Sender, Habeas, NetCreations), plus my learnings from talking to a number of other CEOs who have done similar things over the years, form the basis of this post. The Authentic Response spin-out was also partially chronicled by Inc. Magazine in this article earlier this year.

It’s an important topic — as entrepreneurs build businesses, they frequently end up creating new revenue opportunities and go off on productive tangents. Those new lines of business might or might not take off; but sometimes they can take off and still, down the road, end up being non-core to the overall mission of the company and therefore candidates for divestiture. Even if they are good businesses, the overall enterprise might benefit from the focus or cash provided by a sale. Look at the example of Occipital building the Red Laser app, then selling it to eBay to finance the rest of their business.

Here are some of the signs of a successful divestiture:

Business is truly non-core or relies on starkly different competencies for success (e.g., one is B2B, the other is B2C)

Business is growing rapidly and requires assistance to scale properly (either technology, or sales)

Business has its own culture and operations and “a life of its own”

Conversely, here are some of the reasons why a divestitures of a business unit might stall or fail:

Lack of a very compelling story as to why you’re selling the business unit

Stand-alone financials of the unit are too hard for the buyer to determine with confidence

Operations of the unit too tethered to the mothership

There is some problem with the leadership of the unit (there is no stand-alone leader, the leader isn’t involved in the divestiture, the leader isn’t squarely behind the divestiture)

Business performance weakens during the process

I have a couple points of advice to entrepreneurs in this situation. The first is to clarify for yourself up front: are you selling a true line of business, or are you selling assets? If you are selling assets, you need to clearly define what they are, and what they aren’t, and you need to make sure all legal details (contracts, IP, etc.) are buttoned up before the process starts.

If you are selling a true line of business, beware that buyers will not be interested in doing any hard work, or if they feel like they have to do hard work, the price they pay for the business will reflect that in the form of a steep, steep discount. The financials must be understandable and credible on a stand-alone basis. The business must be completely separated from the core already. The business must have its own management team, completely aligned with the decision to sell.

You also have to be extremely cognizant of the human aspects of what you’re doing. Every culture is different, and I’m not advocating one style over another, but selling or spinning out a business is very different than selling a company. There’s going to be a big difference in reactions, perceptions, hopes, and fears between the people in the core who are staying, and the people in the business unit that’s going. Having a heightened awareness of those differences and factoring them into your communications plan is critical to success, as a poorly managed effort can end up harming both sides.

In terms of valuation expectations, don’t expect to get any credit for synergies. You have to present them and sell them, and they may make the different between getting a deal done and not, but they will most likely not impact the price you get for the divestiture.

Finally, remember that buyers understand your psychology as well. They know you’re selling the business for a reason (you need to raise cash, you’re concerned about its future performance, it’s become a distraction or has the potential to suck scarce resources out of your core, etc.). They will completely understand the costs you carry, whether financial, opportunity, or mental, in continuing to own the business. And they will factor that into the price they’re willing to offer. Of course, as with all deals, the best thing you can do to maximize price is have multiple interested parties bidding on the deal!

I’ve never handed over the reins of a company before (no, I’m not leaving, and we aren’t selling Return Path). But I did the other day, for the first time. As many people know, last year we reorganized the company to focus entirely on deliverability and whitelisting and spun out Authentic Response, a company in the online market research business, into a completely separate entity.

Since then, I have been CEO of both companies. Although Return Path has had more of my focus — Authentic Response had excellent day-to-day leadership under Co-Presidents Jeff Mattes and Rob Mattes — I’ve still been working in both businesses.

Today, we officially announced the hiring of my replacement, Jim Follett. Jim was formerly CEO of Survey Sampling, a larger company in the online market research business, and has over 20 years of prior experience as a senior executive in market research and information services companies. While we still share the office in New York and I will stay on as Chairman, the percentage of time I can now devote to Return Path is now 100% — the first time it’s ever been that way (for the deliverability business).

I didn’t start Authentic Response, and I’ve never been deep in the bones of the business the way I am Return Path. Even so, I definitely experienced a range of emotions at our all-hands meeting where we introduced Jim to the company that I don’t regularly experience at the same time: mainly a mix of pride in the work the team has done on my watch, excitement for the business, and sadness at not working quite as closely with the nearly 100 people in Authentic Response going forward.

I’m sure someday, I will hand over the reins to Return Path. No time soon, but that day eventually comes for every entrepreneur. If this was a preview, it will be an emotional day.

But for now, I’m mainly happy to welcome Jim to the family, and I’m excited for the entire Authentic Response business as it embarks on the next chapter in the company’s journey.

When Return Path turned six years old a few years ago, I wrote a post on my personal blog (OnlyOnce) titled You Can’t Tell What the Living Room Looks Like from the Front Porch. The essence of the post is that flexibility is a key success factor in starting and growing a business, and sometimes the business turns out different than what you thought when you wrote that business plan. At the time, I was commenting on how different Return Path turned out – operating five businesses – than we did when we started the original ECOA business in 1999.

Today, the message rings more true than ever. On the heels of our recent announcement that we have acquired our largest competitor in the deliverability space, Habeas, we announced a series of moves internally that chart a very new path forward for the company. We are:

spinning out our Authentic Response market research business and our Postmaster Direct lead generation, list rental, and online media brokerage business into a new company called Authentic Response; and

combining our Strategic Solutions consulting business in with the consulting portion of our Sender Score deliverability and whitelisting business to form a new, powerful global professional services team inside of Return Path

The title of this post says it all. Focus is Our Friend. Return Path and Authentic Response will be able to concentrate on their respective businesses, with more focus and resources to get the job done in the high quality, innovative way each has become known for.

Look for each business to come out with more exciting announcements in the weeks and months ahead as they begin to execute more swiftly as independent, focused companies. We wish our new partner – FreshAddress – well with the ECOA businesses that they’ve acquired from us. It’s hard to let go of one’s original business. I will have to blog about that separately sometime soon. We want to thank our dedicated clients and employees for their once and future contributions as we chart this new path forward.

You never do know what the living room looks like from the front porch.

We love surveys. Though many people in direct marketing don’t know it, we have a large business unit, Authentic Response, that provides a global online sample aimed at helping market researchers connect with qualified panelists via our MyView portal. And, like most companies, we use surveys to get a read on what our customers want from us and how we can improve their experience with us.
Market research is an industry that prides itself on accuracy and purity of data, which is why I want to use this column to let direct marketers know how painful it is when companies poison the market research well by engaging in SUGGing and FRUGGing. For the uninitiated, SUGGing is the acronym for…(Read the rest at DMNews here.)

With all due respect to lawyers, of course, Google’s recent decision to start making a legal fuss when people in the media use the word “Google” as a verb is NUTS. Someone, get Marketing on Line 1 — and make it snappy. Steve Rubel wrote about it, as did Jeff Jarvis, and the source material is here.

For the record, anyone who wants to use any of the following words or phrases as a verb, noun, or any other part of speech, may do so at any time: Return Path, Sender Score, Authentic Response, Postmaster Direct. Oh, and then there’s ECOA, the service we pioneered in 2000 that *is* occasionally (in some very small circles) used as a verb!